(Effective date: June 12, 2020)
Welcome to the PayPal Giving Fund community. PayPal Giving Fund Canada (“PPGFC,” “we,” “us,” and “our”) accepts charitable donations and makes grants to Canadian charitable organizations in accordance with recommendations from donors. PPGFC is a charity registered with the Canada Revenue Agency (“CRA”) (Registration No.: 812867752RR0001) and designated as a public foundation.
This Charity User Agreement (“Agreement”) is a contract between you and PPGFC and explains our commitments to you and your obligations to us. Please read this Agreement, including all linked information carefully. By checking the box to accept this Agreement when you register your account, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions.
This Agreement contains multiple sections. You may jump directly to any section by clicking the related link below. The headings and subheadings are for reference only and do not limit the terms or application of the applicable section. Capitalized terms are defined in Section 11 (Definitions) and in context to ease understanding.
Your trust is very important to us. If you have questions about this agreement, please contact our Customer Support Team.
1. Our Relationship with You
1.a We solicit and accept donations on our own behalf using websites, applications, services and tools that we own or operate (the “Services”) which assist PayPal users, and users of certain other websites or services with whom we partner, in donating to charity organizations. We grant donations made to us to Participating Charities as recommended by Donors in accordance with our Charity Certification Policy and Donation Delivery Policy. We also issue official receipts for income tax purposes to Donors, upon their request, for each donation they make. This allows Donors to deduct their charitable donations as permitted by applicable tax law.
2. Your Eligibility to Register as a Participating Charity
2.a You must be a charity registered with the Canada Revenue Agency or another Canadian agency with comparable authority (a “Registered Charity”). The requirements for registration are established under the Income Tax Act (“ITA”) or other legislation. PPGFC does not set the requirements for registration as a charity. For more information, please refer to the CRA’s Guidance CG-017 and page on how to apply for registration.
2.b You must register with PPGFC and complete a Charity Profile to become a Participating Charity, which will include:
(i) Your organization’s current legal name and, if you have one, an electronic version of your logo that meets our technical requirements;
(ii) A written Mission statement that describes your charitable purposes;
(iii) Proof of status as a Registered Charity, current inclusion in the CRA Charity Registry or other such information or documentation, as we may reasonably request.
(iv) A valid, working email address; and
(v) The email address associated with your PayPal account.
2.c You must maintain a PayPal account in good standing and not subject to any limitations, and provide information as may be required to satisfy PayPal from time to time that you are a Registered Charity.
2.d You must promptly notify us of any changes to your status as a Registered Charity and if a Governmental or Regulatory Authority initiates an inquiry into your status or alleges non-compliance with applicable laws. You agree to provide any information that we may request related to your status as a Registered Charity. Participating Charities must comply with our Charity Certification Policy. We reserve the right to deny or revoke Participating Charity status to any Participating Charity that fails, in our sole discretion and determination, to meet these standards. You acknowledge and consent to our use of third party service providers to review and verify your status as a Registered Charity.
2.e You will be considered a Participating Charity only after we have reviewed your completed Charity Profile and approved you as a Participating Charity. You will remain a Participating Charity until and unless this Agreement is terminated for any reason. You acknowledge and consent to our use of third party service providers to review and verify the information in your Charity Profile.
3. Your Obligations
3.a You hereby grant us a non-exclusive licence to use your name, logo and Mission Statement and during the term of this Agreement (and as further set out in Section 9.d, to identify your organization as a Participating Charity on the PayPal Giving Fund Canada Website, PayPal’s website, and other websites and services with which we may partner. We acknowledge that you retain ownership of your trademarks, trade names and any associated goodwill.
3.b Participating Charities bear sole responsibility for complying with all laws, rules and regulations applicable to your activities under this Agreement and to your status as a Registered Charity. We have no obligation to assist with any registrations related to your status as a Registered Charity. You agree that we have no liability for your failure to register properly. You agree to bear all costs associated with your compliance with such requirements. You agree that nothing in this Agreement is intended to cause PPGFC to act in any way as a professional fundraiser or fundraising counsel on your behalf.
3.c You agree to abide by the Charity Certification Policy as well as any other standards we may communicate to you in the course of your use of the services.
4. Receiving Donations
4.a We post information about Participating Charities, which may include your legal name, logo and Mission Statement on the PayPal fundraising hub website, and on other websites and services with which we may partner for purposes of soliciting donations. PayPal users and users of other websites and services will have access to that information through our services as well as through the websites and services with which we partner.
4.b Donors make their donations to PPGFC and not to Participating Charities. If a Donor requests a receipt, PPGFC will issue the receipt to the Donor. We, in turn, make grants to qualifying Participating Charities that have been recommended by Donors. Any funds your organization receives pursuant to this Agreement are made as grants by PPGFC, rather than donations from Donors, and you need not, and should not, issue any tax receipts in recognition of the original donations to PPGFC either to PPGFC or any Donor. PPGFC retains exclusive legal control over all donations received by it from Donor, and PPGFC exercises its discretion in making grants to you. You acknowledge that we make no guarantee that you will receive any funds as a result of your status as a Participating Charity.
4.c Grants made under this Agreement will be made into the PayPal Confirmed Charity Account identified in your Charity Profile. You agree to take any actions necessary to authorize us to make such transfers to you, and you will not hold us liable if you provide us with inaccurate or incomplete information about your PayPal account or other financial information. Any distribution we may make to you is subject to our Donor Terms of Service, Donation Delivery Policy and Donation Refund Policy regarding timing of delivery, expenses and refunds.
4.e We reserve the right not to distribute a donation to you (even if you have been recommended by a Donor for a particular donation), if, in our sole discretion and determination:
(i) we are unable to deliver it (e.g., if the PayPal account or contact information in your Charity Profile is invalid);
(ii) at any time you are in breach of this Agreement;
(iii) you cease to meet the requirements of a Registered Charity;
(iv) doing so would cause us to be non-compliant with applicable laws;
(v) doing so would bring us into disrepute; or
(vi) you otherwise cease to qualify as a Participating Charity in good standing, in our sole and absolute discretion.
In any such case, we reserve the right to redirect any donation to another entity, or to use or dispense with the donation in any manner consistent with our policies and charitable purposes.
4.f You agree to promptly return to us the full amount of any donation you receive from us if, when you receive it:
(i) you no longer meet the requirements of a Registered Charity;
(ii) this Agreement has terminated;
(iii) you are not a Participating Charity in good standing; or
(iv) we have notified you that a Donor is due a donation refund under our Donation Refund Policy.
We may, in our sole discretion, elect to offset a future donation rather than requesting that you return to us an amount that we have already donated to you.
4.g We provide Participating Charities with opportunities to benefit from our programs. If you choose not to participate in a particular program, it will generally not affect your eligibility for others or your status as a Participating Charity. If you opt out of receiving donations through programs offered by our partners, you may be ineligible for certain benefits offered by those partners.
4.h Funds granted by PPGFC may only be used for charitable purposes. Such funds may not confer an impermissible private benefit on any donor, such as memberships that are not 100% tax deductible, tickets for a charity event, or to honor a legally binding pledge, and may also not be used to engage in, support, or promote hate, violence, terrorist activity, related training of any kind, money laundering, or other illegal activities, whether directly or indirectly through support of, or cooperation with, other persons and organizations engaged in such activities.
5. License and Access to PayPal Giving Fund Website
5.a While you are a Participating Charity, you may access the PayPal fundraising hub website for the purposes contemplated by this Agreement. During the term of this Agreement and subject to the terms and conditions herein, we grant you a non-exclusive, non-transferable, non-sublicensable, royalty-free licence in Canada to download, install and display the software, scripts and other content (e.g., graphics) that we have expressly identified as available for download.
5.b Certain limitations and restrictions apply to the licences and rights granted to you in this Agreement. You understand and agree that these licences and rights may be exercised only by your employees and agents (including volunteers) acting on your behalf, that you are responsible for their conduct in using the PayPal fundraising hub website, and that these licenses and rights may not be assigned to any other person or entity or used on another’s behalf.
5.c You acknowledge that we, or our affiliates, own the PayPal fundraising hub website and all associated intellectual property rights. All rights that are not expressly granted to you by this Agreement are expressly reserved by us.
5.d You understand that this Agreement does not grant a licence or any other right to access or to use PayPal services or the services of any of our partners. Your use of those services remains subject to the terms and conditions of any agreement between you and PayPal or those partners, as applicable.
6. Donation Deductions and Fees
6.a We do not charge you a fee for becoming a Participating Charity or for using our Services. In some cases, our partners may choose to charge fees on donations made through their platforms, and they will disclose such fees. We are not responsible for notifying you of any additional fees or fee increases charged by our partners.
7.a You acknowledge that you are responsible for all sales, use, value added or other similar taxes, duties, levies, charges or assessments applicable or payable in connection with donations made to your organization pursuant to this Agreement.
8. Warranties and Disclaimers
8.a You represent and warrant to us that:
(i) you are, and at all times during the term of this Agreement will remain a Registered Charity. You will promptly notify PPGFC if: (1) there are any changes to your status as a Registered Charity; (2) you are notified by a Governmental or Regulatory Authority of an inquiry into your status or any allegation of non-compliance with applicable laws; and (3) any financial penalties or temporary suspensions are levied against you by a Governmental or Regulatory Authority;
(ii) you will use donations received from PPGFC for charitable purposes in a manner that is consistent with such status and your Mission Statement;
(iii) you will at all times use our services in compliance with all applicable laws, rules and regulations, including any requirements governing charitable status and solicitation of charitable donations;
(iv) all information provided by you in your Charity Profile is true and accurate at all times;
(v) you are a resident in Canada as defined in the ITA;
(vi) you have the right to provide all information provided by you in your Charity Profile or otherwise, the right to authorize us to use this information as contemplated herein, and the right to enter into this Agreement on behalf of your organization;
(vii) you have the right to grant the licences to PPGFC hereunder; and our use, as contemplated by this Agreement, of materials or rights licensed hereunder, will not infringe the intellectual property rights or similar rights of any third party;
(viii) you will not disparage PPGFC, its affiliates, PayPal, any other Participating Charity or any partner or sponsor of PPGF identified within the PayPal Giving Fund Website; and
8.b You agree to indemnify, hold harmless, and, at our option, defend PPGFC (including our parent and affiliates) and its officers, directors, employees, licensees, agents and vendors from and against all claims, costs, losses, damages, expenses (including reasonable legal fees and actual court costs) and liabilities arising from your breach or alleged breach of any obligation, covenant, representation or warranty under this Agreement. If PPGFC requires you to provide defense of any matter for which indemnity is or may be due hereunder, PPGFC may participate in such defense by counsel of its choice at its own expense. You will not settle any claim for which indemnity is due hereunder unless such settlement completely and forever releases PPGFC and the other indemnified parties with respect to such claim, or unless PPGFC provides its prior written consent.
8.c WE MAKE AVAILABLE THE PAYPAL GIVING FUND CANADA SERVICES FOR CHARITABLE PURPOSES, AND NOT FOR COMMERCIAL, FOR-PROFIT PURPOSES. YOU ACKNOWLEDGE THAT THE PAYPAL GIVING FUND CANADA SERVICES, AND OUR PERFORMANCE HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, AND WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, DATA ACCURACY OR SYSTEM INTEGRATION. NO WARRANTY IS MADE BY US ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE PERFORMANCE, EFFICIENCY OR AVAILABILITY (INCLUDING “UPTIME”) OF OUR SERVICES, INCLUDING FOR GREATER CERTAINTY THE PAYPAL FUNDRAISING HUB WEBSITE. NO REPRESENTATION OR WARRANTY IS MADE THAT THE OPERATION OR YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE PAYPAL FUNDRAISING HUB WEBSITE WILL OPERATE AS EXPECTED OR WILL MEET YOUR PARTICULAR NEEDS OR PURPOSES. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING ANY LEGAL REQUIREMENTS TO WHICH YOUR ORGANIZATION MAY BE SUBJECT, SUCH AS, BY WAY OF EXAMPLE, ANY REGISTRATION REQUIREMENTS RELATED TO CHARITABLE SOLICITATIONS; NOR DO WE MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE APPLICABILITY OF TAX LAWS TO YOUR ORGANIZATION OR TO ANY COMMUNITY SELLER OR DONOR. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU THAT YOU WILL RECEIVE ANY MINIMUM AMOUNT OF DONATIONS OR ANY DONATIONS AT ALL UNDER THIS AGREEMENT.
8.d IN NO EVENT SHALL WE (INCLUDING ANY OF OUR AFFILIATES) AND THE OFFICERS, DIRECTORS, AGENTS, VENDORS, LICENSEES AND EMPLOYEES OF PPGFC, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR (INCLUDING ANY OF OUR AFFILIATES), AND OUR (AND THEIR RESPECTIVE) OFFICERS, DIRECTORS, AGENTS, LICENSEES AND EMPLOYEES, CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR OUR SERVICES, SHALL NOT EXCEED THE AMOUNT OF THE DONATION GIVING RISE TO THE CLAIM, OR THE ACTUAL DIRECT DAMAGES INCURRED TO A MAXIMUM OF $1000, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. IF YOU HAVE AUTHORIZED ANY THIRD PARTY TO ENTER THIS AGREEMENT ON YOUR BEHALF (E.G., AN ASSOCIATION OF CHARITY ORGANIZATIONS OR AGENT), OR TO PERFORM ON YOUR BEHALF (E.G., TO RECEIVE AND PROCESS ANY DONATIONS MADE TO YOU), YOU UNDERSTAND AND AGREE THAT YOU ARE RESPONSIBLE FOR THE ACTS AND OMISSIONS OF THAT THIRD PARTY, AND WE HAVE NO RESPONSIBILITY UNDER THIS AGREEMENT OR ANY LIABILITY TO YOU ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH THAT THIRD PARTY’S ACTS OR OMISSIONS. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS PARAGRAPH AND THE PRECEDING PARAGRAPH FORM AN ESSENTIAL BASIS OF THE ARRANGEMENT BETWEEN YOU AND US, AND ABSENT THE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF OUR LIABILITY SET FORTH ABOVE, THE TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
9. Term and Termination
9.a This Agreement becomes effective when you have accepted it and will continue until terminated by either of us.
9.b You may terminate this Agreement (and cancel your status as a Participating Charity) at any time and for any reason by providing five (5) business days advance written Notice to us in accordance with Section 10.c.
9.c If you breach this Agreement, or any other applicable agreement, you will not be considered to be in good standing. We may suspend your use of the Services or terminate this Agreement at any time and for any reason by providing written notice to you.
9.d On termination, we will exercise reasonable efforts to promptly remove your name, Mission Statement and logo from the PayPal fundraising hub website. Upon such removal, the licenses you have granted to us to use such materials will expire.
9.e Any obligations you have incurred before termination will survive as obligations even after termination. For greater certainty, Sections 3.b, 4.e, 4.f, 4.h, 7, 8.a(ii), 8.a(iii), 8.a(viii), 8.b, 8.c, 8.d, 10.g, 10.i, 10.j will survive the termination of this Agreement.
10. Miscellaneous Terms and Conditions
10.b You acknowledge that nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship, and neither party is acting as an agent of the other party. For purposes of clarity, neither party has any authority to make any commitments on behalf of the other party or to purport to bind the other party in any manner or to any extent.
10.c We may give notice pursuant to this Agreement by any means of contact provided in your Charity Profile and notice will be effective when sent, if by email, and within five (5) business days if by postal mail. If you fail to provide valid and current contact information as required, you acknowledge and agree that you waive your right to receive notice during the period of such failure and such waiver does not affect the enforceability of the content of such notice. Notices to PPGFC must be sent by postal mail to:
PayPal Giving Fund Canada / Attention: Legal Department / 661 University Avenue, Suite 506 / Toronto, ON M5G 1M1 Canada
10.d We may amend this Agreement at any time by posting the amended terms on the PayPal Giving Fund Canada Website. We will notify you of the amendments by emailing you at the email address set out in your Charity Profile or by other means, in our discretion. Except as otherwise expressly stated in such a posting, all amended terms shall automatically be effective and legally binding upon you 30 days after having been posted on the PayPal Giving Fund Website. Your continuation as a Participating Charity, and your continued access to or use of the PayPal Giving Fund Website after such 30 day period will constitute your acceptance to the amended terms. If you do not accept the amended terms, you may close your account and terminate your relationship with us as set forth in Section 9 of this Agreement. Apart from such posting by us, this Agreement may not otherwise be amended except in a written document (i) that expressly references this Agreement and/or any affected amended terms as posted by us and (ii) that is executed by both you and us.
10.e Should any provision of this Agreement be held by a court or other tribunal of competent jurisdiction to be void, illegal, invalid, inoperative, or unenforceable, the remaining provisions of this Agreement shall not be affected and shall continue in effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
10.f You may not assign this Agreement without our prior written consent. Any attempted assignment in violation of the foregoing will be null and void. We may assign this Agreement to any third party without your consent. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the respective successors and permitted assigns of you and us.
10.g Our failure to partially or fully exercise any right will not be considered a waiver of that right unless we so state in writing to you. The waiver of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. Any remedies made available to us by the terms of this Agreement are cumulative and are without prejudice to any other remedies that may be available to us in law or equity.
10.h If there is a dispute between you and PPGFC (excluding claims for injunctive or other equitable relief) where the total amount of the award being sought is less than $10,000 CAD, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any arbitration award issued by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction. You and PPGFC agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Notwithstanding the foregoing, you acknowledge that unauthorized use of our proprietary materials, information or technology may cause irreparable harm to PPGFC and/or its affiliates for which monetary damages would be an inadequate remedy. Accordingly, we have the right, without necessity of posting bond, to seek injunctive or other equitable relief from any court of competent jurisdiction to protect our rights in intellectual property or confidential information.
10.i It is the express wish of the parties that these terms and any directly or indirectly related documents be drawn up in English. Les parties ont exprimé la volonté expresse que les présentes modalités et tous les documents s’y rattachant directement ou indirectement soient rédigés en anglais.
10.j This Agreement will be governed by and interpreted in accordance with the laws of Ontario, and the laws of Canada, each as may be applicable. Except as otherwise agreed by the parties, you agree to irrevocably submit to the non-exclusive jurisdiction of the courts of Ontario for the purpose of any suit, action or other proceeding arising out of this Agreement, or any other applicable agreement, or your use of our website, mobile apps or those of our partners, including PayPal.
“Donors” means PayPal users, and/or users of other websites and services who makes a donation to us with a recommendation for distribution to any Participating Charity.
“Governmental or Regulatory Authority” means: (i) any government, governmental department, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, crown corporation, or court or other law, rule or regulation-making entity; and (ii) any regulatory authority, self-regulatory organization or other entity having or purporting to have jurisdiction over a Participating Charity, including for certainty, the Canada Revenue Agency;
“Mission Statement” means a written description of your organization’s charitable purpose and/or activities.
“Charity Profile” means the online profile on the PayPal Giving Fund Website described in Section 2.b.
“Participating Charity” means a charity organization that meets the requirements of Section 2.a of this Agreement, has completed a Charity Profile pursuant to Section 2.b of this Agreement, has been approved by us, and has not breached this Agreement or any other applicable agreement, including for the avoidance of doubt the PayPal Acceptable Use Policy.
“PayPal Giving Fund Website” means any website owned and/or operated by PayPal Giving Fund Canada, including www.paypalgivingfund.ca, its subdomains and any non-public portion of the website.
“Proof of Status” has the meaning in Section 2.b.
“Registered Charity” has the meaning in Section 2.a.